SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S)
240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
Harrah's Entertainment, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant): Hotel Employees & Restaurant Employees
International Union
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[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
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<PAGE>
SHAREHOLDER PROXY CONTEST INFORMATION
Date first mailed: March 18th, 1997<R/>
HERE International Union
Research Dept.
1219 28th Street, N.W.
Washington, D.C. 20007
tel. (202) 393-4373
fax (202) 333-6049
PLEASE VOTE FOR THE SHAREHOLDER PROPOSAL AGAINST MANAGEMENT'S
POISON PILL
at Harrah's Entertainment Inc.
Annual Stockholders Meeting
Winegardner Auditorium Dixon Gallery and Gardens, 4339 Park
Avenue, Memphis, Tennessee<R/>
April 25, 1997 11:00 a.m.
Dear Fellow Harrah's Shareholder:
This is to alert you to an upcoming vote on our shareholder
proposal against the Company's poison pill (which the board of
directors adopted
in July 1996 ). <R/>
We will make the following proposal at the shareholders
meeting:
RESOLVED: The Shareholders of Harrah's Entertainment,
Inc.("Company") hereby exercise their right to amend the bylaws
of the Company
under Section 109 of the Corporation Law of
Delaware<R/> to add the following Section 7 to Article V:
Section 7 Poison Pills. The Company shall not adopt or
maintain a "poison pill", shareholder rights plan, rights
agreement or any other form of "poison pill" which is
designed to or has the effect of making acquisition of large
holdings of the Company's shares of stock more difficult or
expensive (such as the July 19th, 1996 "Rights Agreement"),
unless such plan is first approved by A MAJORITY shareholder
vote. The Company shall redeem any such rights now in
effect. The affirmative vote of a majority of shares voted
shall suffice to approve such a plan. This Article shall be
effective immediately and automatically as of the date it is
approved by
the <R/>shareholders. Notwithstanding any
provision of these bylaws, this
Section <R/>may not be
amended, altered, deleted or modified in any way by the Board
of Directors without prior shareholder approval.
In July, 1996, the Company's Board of Directors adopted a so-
called "shareholder rights plan" which replaced an existing
rights plan that expired on October 5, 1996. <FN1> These rights
are a type of corporate anti-takeover device commonly known as a
"poison pill."
_______
<FN1> Harrah's Entertainment, Inc., SEC Form 8-K, August 9, 1996
_______
Under its terms, one right was declared for each common share
outstanding. Each right entitles shareholders to purchase, under
certain conditions, one
two-hundredth of a share of the Company's Series A Special Stock
of the Company at a purchase price of $130. The rights will be
exercisable only if a person or group acquires beneficial
ownership of 15% or more of the Company's outstanding common
stock or has announced or has commenced a tender offer upon
consummation of which such person or group would own 15% or more
of the Company's outstanding common stock. Rights held by the
15% holder will become void. The Rights will expire on October
5,
2006<R/>, unless earlier redeemed by the Board at one cent
per Right.
<R/>The Company's Shareholder Rights Plan (commonly know as a
"poison pill") is a powerful anti-takeover device which
effectively prevents a change in control of the Company without
the approval of the board of directors.
Triggering the poison pill affects the bidder by
"causing
substantial dilution to a Person or group that attempts to
acquire the Company on terms not approved by the Company's Board
of Directors."<FN2>
<R/>
We feel the poison pill forces potential investors to negotiate
acquisitions with management, instead of making their offer
directly to shareholders.<FN3>
<R/>
In 1996, shareholder support for proposals opposing pills
increased to 53.4%, the highest support of any issue that proxy
season. Such proposals received 8 majority votes in 1996:
Weyerhauser, Rite Aid, Fleming, Supervalu, Rowan, Baker Hughes,
Wellman, and Consolidated Natural Gas.<FN4>
<R/>
our view the market for Harrah's stock should not be
artificially restricted by management. We believe that
shareholders should be able to decide for themselves whether to
accept an offer for their stock without interference in the form
of a poison pill.<R/>
We urge you to VOTE FOR this proposal.
<R/>
VOTING PROCEDURE AND VOTING RIGHTS
We have asked management to include this proposal in its
upcoming proxy statement and proxy card, but do not know whether
it will do so. We intend to circulate our own proxy card in
support of the proposal once management releases the names of
nominees for election and other matters to be included on our
card.
Any proxy card distributed by HERE will be accompanied
or preceded by a copy of HERE's definitive proxy statement.
This proposal calls for a an amendment to the Company's
Bylaws which according to the Company's Certificate of
Incorporation requires "an affirmative vote of at least 75% of
the votes entitled to vote generally in the election of
directors, voting together as a single class."<FN5>
<R/>
_______
<FN2> Harrah's Entertainment, Inc., SEC Form 8-A, September 16,
1996.
<FN3> Harrah's Entertainment, SEC Form 8-K, August 9th, 1996
<FN4> Investor Responsibility Research Center based on the 14
companies reporting their vote as of 9/13/96. The proposals did
not pass at Wellman and CNG because these companies include
abstentions in their totals.
<FN5> Certificate of Incorporation, The Promus Companies, Article
Fifth, Section B. Filed with the Company's Registration
Statement on Form 10, File No. 1-10410, filed on December 13,
1989.
_______
Only holders of record of shares of Common Stock as of the close
of business on March 4th, 1997 (the "Annual Meeting Record
Date") will be entitled to notice of and to vote at the Annual
Meeting or any adjournment or postponement thereof. Such holders
of shares of Common Stock are entitled to one vote per share on
any matter which may properly come before the Annual Meeting.
The presence, either in person or by properly executed proxy, of
a majority of the shares of Common Stock outstanding on the
Annual Meeting Record Date will constitute a quorum and such
quorum is necessary to permit action to be taken by the
stockholders at such meeting.<FN6>
<R/>
You may revoke a proxy vote any time before the tally by
(1) executing a later proxy card; (2) appearing at the meeting to
vote, or (3) delivering the proxyholder or the Company's
secretary written notice of revocation prior to the date of the
meeting. The Company's headquarters is at 1023 Cherry Road,
Memphis, TN 38117.
We will keep the content of all cards we receive
confidential from everyone except
<R/>staff
employed
directly by HERE and involved in our solicitation. No affiliated
HERE local Unions nor their staff will have access to cards
received. A<R/>t the meeting our cards must be presented to the
company's tabulator in order to be counted. The record date is
March 4, 1997. As of 9/30/96 there were 103,324,000 shares
of Common Stock <R/> outstanding.
T<R/>here are no other
classes of stock.
SOLICITATION
The participants in this solicitation are the<R/>Hotel
Employees & Restaurant Employees International Union
and its
staff (not owners themselves). The Union <R/>owns 110 shares of
company common stock. We expect to spend about
$10,000<R/> on
the solicitation.
We will not employ an outside solicitation
firm. <R/> Solicitation will be done by phone, fax,
letter,
and personal interview<R/> by our staff, who will not receive
additional compensation therefor. Our local unions have
collective bargaining agreements in place with Harrah's hotels in
Las Vegas and Atlantic City, and no labor dispute.
The
collective bargaining agreement in Las Vegas expires in May of
1997; the Atlantic City labor agreement expires in September of
1999. Other Harrah's Entertainment properties are non-Union but
none is the subject of a current organizing campaign by HERE.<R/>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE
OFFICERS/EXECUTIVE COMPENSATION/ELECTION OF DIRECTORS
Current information on these subjects is not available
to us. We incorporate herein by reference the information
contained on these subjects in management's 1996 proxy statement.
Copies are available upon request by contacting us at the number
and address above. More current information on these matters
will be contained in management's upcoming proxy statement.<R/>
SHAREHOLDER PROPOSALS FOR 1998 MEETING
Certain shareholders have the right under SEC Rule 14a-8 to
submit proposals for inclusion in management's proxy statement.
The deadline for submitting such proposals to management for the
1998 meeting
is probably mid-November (the exact date will
appear in management's forthcoming proxy statement.) <R/>
PLEASE VOTE FOR THE PROPOSAL TO RESCIND THE POISON PILL
_______
<FN6> Harrah's Entertainment, Inc. SEC Form 14-A, Filed March 15,
1996.
