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File Nos. 333-52949
333-52949-01
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) /X/
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IBJ SCHRODER BANK & TRUST COMPANY
(Exact name of trustee as specified in its charter)
New York 13-5375195
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. national bank) Identification No.)
One State Street, New York, New York 10004
(Address of principal executive offices) (Zip code)
IBJ SCHRODER BANK & TRUST COMPANY
One State Street
New York, New York 10004
(212) 858-2000
(Name, address and telephone number of agent for service)
HARRAH'S ENTERTAINMENT, INC.
HARRAH'S OPERATING COMPANY, INC.
(Exact name of obligor as specified in its charter)
Delaware 75-1941623
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1023 Cherry Road
Memphis, Tennessee 38117
(Address of principal executive offices) (Zip Code)
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DEBT SECURITIES
(Title of indenture securities)
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Item 1. General information
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
New York State Banking Department
Two Rector Street, New York, New York
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of New York Second District
33 Liberty Street
New York, New York
(b) Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee.
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Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such
default.
None
(b) If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, or is trustee for more than one outstanding
series of securities under the indenture, state whether there
has been a default under any such indenture or series,
identify the indenture or series affected, and explain the
nature of any such default.
Not applicable
Item 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of
eligibility.
*1. A copy of the Charter of IBJ Schroder Bank & Trust
Company as amended to date. (See Exhibit 1A to Form T-1,
Securities and Exchange Commission File No. 22-18460).
*2. A copy of the Certificate of Authority of the trustee to
Commence Business (Included in Exhibit 1 above).
*3. A copy of the Authorization of the trustee to exercise
corporate trust powers, as amended to date (See Exhibit 4
to Form T-1, Securities and Exchange Commission File No.
22-19146).
*4. A copy of the existing By-Laws of the trustee, as amended
to date (See Exhibit 4 to Form T-1, Securities and
Exchange Commission File No. 22-19146).
5. Not Applicable
6. The consent of United States institutional trustee required
by Section 321(b) of the Act.
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7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
* The Exhibits thus designated are incorporated herein by
reference as exhibits hereto. Following the description
of such Exhibits is a reference to the copy of the
Exhibit heretofore filed with the Securities and Exchange
Commission, to which there have been no amendments or
changes.
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NOTE
In answering any item in this Statement of Eligibility which relates to matters
peculiarly within the knowledge of the obligor and its directors or officers,
the trustee has relied upon information furnished to it by the obligor.
Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee of
all facts on which to base responsive answers to Item 2, the answer to said Item
are based on incomplete information.
Item 2, may, however, be considered as correct unless amended by an amendment to
this Form T-1.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
IBJ Schroder Bank & Trust Company, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York, and State of New York, on the 17th day of November, 1998.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Stephen J. Giurlando
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Stephen J. Giurlando
Assistant Vice President
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EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, as amended, in connection with the issuance by Harrah's Operating Company,
Inc. of its Debt Securities, we hereby consent that reports of examinations by
Federal, State, Territorial, or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Stephen J. Giurlando
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Stephen J. Giurlando
Assistant Vice President
Dated: November 17, 1998
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EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
OF NEW YORK, NEW YORK
AND FOREIGN AND DOMESTIC SUBSIDIARIES
REPORT AS OF SEPTEMBER 30, 1998
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DOLLAR AMOUNTS
IN THOUSANDS
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ASSETS
1. Cash and balance due from depository institutions:
a. Noninterest-bearing balances and currency and coin .................$ 42,702
b. Interest-bearing balances ..........................................$ 13,444
2. Securities:
a. Held-to-maturity securities ........................................$ 191,921
b. Available-for-sale securities ......................................$ 118,931
3. Federal funds sold and securities purchased under
agreements to resell in domestic offices of the bank
and of its Edge and Agreement subsidiaries and in IBFs:
Federal Funds sold and Securities purchased under agreements to resell ..$ 79,838
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income ..............$ 1,938,005
b. LESS: Allowance for loan and lease losses .............$ 63,361
c. LESS: Allocated transfer risk reserve .................$ -0-
d. Loans and leases, net of unearned income, allowance, and reserve ...$ 1,874,644
5. Trading assets held in trading accounts .................................$ 462
6. Premises and fixed assets (including capitalized leases) ................$ 1,922
7. Other real estate owned .................................................$ 819
8. Investments in unconsolidated subsidiaries and associated companies .....$ -0-
9. Customers' liability to this bank on acceptances outstanding ............$ 371
10. Intangible assets .......................................................$ 11,167
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11. Other assets ............................................................$ 68,097
12. TOTAL ASSETS ............................................................$ 2,404,318
LIABILITIES
13. Deposits:
a. In domestic offices ................................................$ 682,904
(1) Noninterest-bearing ...................................$ 135,253
(2) Interest-bearing ......................................$ 547,651
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs ......$ 1,154,887
(1) Noninterest-bearing ...................................$ 17,024
(2) Interest-bearing ......................................$ 1,137,863
14. Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBFs:
Federal Funds purchased and Securities sold under agreements to
repurchase ..............................................................$ 91,000
15. a. Demand notes issued to the U.S. Treasury ...........................$ 12,893
b. Trading Liabilities ................................................$ 239
16. Other borrowed money:
a. With a remaining maturity of one year or less ......................$ 31,002
b. With a remaining maturity of more than one year ....................$ 1,375
c. With a remaining maturity of more than three years .................$ 1,550
17. Not applicable.
18. Bank's liability on acceptances executed and outstanding ................$ 371
19. Subordinated notes and debentures .......................................$ 100,000
20. Other liabilities .......................................................$ 76,658
21. TOTAL LIABILITIES .......................................................$ 2,152,679
22. Limited-life preferred stock and related surplus ........................$ N/A
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus ...........................$ -0-
24. Common stock ............................................................$ 29,649
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25. Surplus (exclude all surplus related to preferred stock) ................$ 217,008
26. a. Undivided profits and capital reserves .............................$ 4,112
b. Net unrealized gains (losses) on available-for-sale securities .....$ 870
27. Cumulative foreign currency translation adjustments .....................$ -0-
28. TOTAL EQUITY CAPITAL ....................................................$ 251,639
29. TOTAL LIABILITIES AND EQUITY CAPITAL ....................................$ 2,404,318
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