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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 25)*
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)
January 1, 1999
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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).
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CUSIP NO. 767 147 101 PAGE 2 OF 6 PAGES
--------------- ------- -------
1 NAME OF REPORTING PERSONS
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
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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.
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CUSIP NO. 767 147 101 PAGE 3 OF 6 PAGES
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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
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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>
CUSIP NO. 767 147 101 PAGE 4 OF 6 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
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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. 25 AMENDS THE SCHEDULE 13D, AS MOST RECENTLY
AMENDED BY AMENDMENT NO. 24 THERETO DATED AUGUST 9, 1998 (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. 25 DOES NOT
MODIFY ANY OF THE INFORMATION PREVIOUSLY REPORTED ON THE SCHEDULE
13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented as
follows:
This Amendment No. 25 is being filed to report the disposition of
all of the shares of Common Stock beneficially owned by the Reporting
Persons.
As previously reported in the Schedule 13D, on August 9, 1998, the
Issuer 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"), which provided for
the merger (the "Merger") of the Issuer and MergerSub with the Issuer
continuing as the surviving corporation.
On January 1, 1999, the Merger was consummated as contemplated by
the Merger Agreement and the Reporting Persons disposed of all of the
shares of Common Stock owned by them. Pursuant to the Merger Agreement,
each share of Common Stock was exchanged for one share of Harrah=s
common stock, par value $0.10 per share.
ITEM 5. INTEREST IN SECURITY OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended as follows:
As of the date hereof, as a result of the Merger described in Item
4 above, the Reporting Persons no longer beneficially own any shares of
Common Stock.
Additional Response Pursuant to Item 5(c):
The Reporting Persons effected the following transaction involving
Common Stock during the past sixty days:
On December 24, 1998, Mr. Barrett, through the Barrett Family
Revocable Living Trust, donated 3,000 shares of Common Stock to
charitable organizations.
On December 31, 1998, a newly-formed parent holding company of
Marnell Corrao Associates, Inc. ("MCA") merged into Austi International,
Inc. ("Austi International"), with the holding company continuing as the
surviving corporation (the "Austi Merger"). MCA and Austi International
are each wholly-owned or substantially wholly-owned by Mr. Marnell
through various entities. Austi International owns 43.54% of Austi,
LLC, which is the record owner of 3,827,030 shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
See response to Items 4 and 5.
Page 5 of 6 Pages
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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 4, 1999 /s/ Anthony A. Marnell II
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ANTHONY A. MARNELL II
By: JAMES A. BARRETT, JR.
ATTORNEY-IN-FACT FOR ANTHONY A.
MARNELL II
AUSTI, LLC
Dated: January 4, 1999 By: /s/ James A. Barrett, Jr.
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JAMES A. BARRETT, JR., CO-MANAGER
Dated: January 4, 1999 /s/ James A. Barrett, Jr.
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JAMES A. BARRETT, JR.
Page 6 of 6 Pages
