<PAGE>
Registration No. 33-59969
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HARRAH'S ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 62-1411755
(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)
HARRAH'S ENTERTAINMENT, INC. 1990 RESTRICTED STOCK PLAN
(Full title of the plan)
E. O. Robinson, Jr.
Senior Vice President and General Counsel
1023 Cherry Road, Memphis, TN 38117
(901) 762-8600
(Name, address, including zip code, and telephone number,
including area code of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================== =============== ================ ================== ==============
Title of Securities to be Amount to be Proposed Proposed Maximum Amount of
Registered Registered (1) Maximum Aggregate Registration
Offering Price Offering Price Fee
Per Share (2) (2)
- ------------------------------ --------------- ---------------- ------------------ --------------
<S> <C> <C> <C> <C>
Common stock, par value 3,100,000 $25.4688 $78,953,280 $23,291.22
$0.10 per share
============================== =============== ================ ================== ==============
</TABLE>
(1) Harrah's Entertainment, Inc. 1990 Restricted Stock Plan, as amended,
(the "Plan") authorizes the issuance of a maximum of 5,200,000 shares
(including the 3,100,000 shares being registered hereby) of Common Stock
of Harrah's Entertainment, Inc. (the "Company"), plus reissuances of
cancelled shares and adjustments to shares to account for any dividend
or other distribution (whether in the form of cash, Common Stock, other
securities, or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Common Stock or other securities
of the Company, issuance of warrants to purchase Common Stock or other
securities of the Company, or other similar transaction or event.
(2) For purposes of computing the registration fee only, pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon the
average of the high and low prices reported on the New York Stock
Exchange on May 5, 1998.
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STATEMENT
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Harrah's Entertainment, Inc. (the "Company") has amended the Harrah's
Entertainment, Inc. 1990 Restricted Stock Plan (the "Plan"), by increasing the
number of shares in the Plan by an additional 3,100,000 shares. The Company has
also extended the expiration date of the Plan to February 25, 2008.
The contents of the earlier Registration Statement, file number
33-59969, are incorporated herein by reference.
Item 8. Exhibits
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Exhibit No. Description
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*EX-4.1 Amendment to Harrah's Entertainment, Inc. 1990 Restricted Stock
Plan effective May 1, 1998.
*EX-4.2 Amendment to Harrah's Entertainment, Inc. 1990 Restricted
Stock Plan effective April 30, 1998.
*EX-5 Opinion of E. O. Robinson, Jr. as to the legality of the
securities being registered hereby.
*EX-23.1 Consent of E. O. Robinson, Jr. (included as part of Exhibit 5).
*EX-23.2 Consent of Arthur Andersen LLP, independent certified public
accountants.
*EX-24 Power of Attorney (incorporated into the signature pages hereof).
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* Filed herewith.
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<PAGE>
Signatures
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Pursuant to the requirements of the Securities Act of 1933, the Company
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on May 12, 1998.
HARRAH'S ENTERTAINMENT, INC.
By: E. O. ROBINSON, JR.
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E. O. Robinson, Jr.
Senior Vice President and
General Counsel
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<PAGE>
POWER OF ATTORNEY
-----------------------------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Philip G. Satre, Colin V. Reed, and E. O.
Robinson, Jr. and each of them, either one of whom may act without joinder of
the other, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all pre- and post-effective amendments to
this Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
conforming all that said attorneys-in-fact and agents, and each of them, or the
substitute or substitutes of any or all of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1933,
this Registration Statement has been signed below by the following persons in
their capacities and on the dates indicated.
Signature Title Date
-------------- ------ -------
SUSAN CLARK-JOHNSON Director May 12, 1998
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(Susan Clark-Johnson)
JAMES B. FARLEY Director May 12, 1998
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(James B. Farley)
JOE M. HENSON Director May 12, 1998
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(Joe M. Henson)
RALPH HORN Director May 12, 1998
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(Ralph Horn)
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<PAGE>
Signature Title Date
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R. BRAD MARTIN Director May 12, 1998
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(R. Brad Martin)
WALTER J. SALMON Director May 12, 1998
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(Walter J. Salmon)
PHILIP G. SATRE Director, Chairman, May 12, 1998
- -------------------------- President and Chief
(Philip G. Satre) Executive Officer
BOAKE A. SELLS Director May 12, 1998
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(Boake A. Sells)
EDDIE N. WILLIAMS Director May 12, 1998
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(Eddie N. Williams)
COLIN V. REED Chief Financial May 12, 1998
- -------------------------- Officer
(Colin V. Reed)
JUDY T. WORMSER Controller and May 12, 1998
- -------------------------- Principal Accounting
(Judy T. Wormser) Officer
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<PAGE>
EXHIBIT INDEX
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Exhibit No. Description Sequential Page No.
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*EX-4.1 Amendment to Harrah's 7
Entertainment, Inc. 1990
Restricted Stock Plan effective
May 1, 1998.
*EX-4.2 Amendment to Harrah's 8
Entertainment, Inc. 1990
Restricted Stock Plan effective
April 30, 1998.
*EX-5 Opinion of E. O. Robinson, Jr. 9
as to the legality of the securities
being registered hereby.
*EX-23.1 Consent of E. O. Robinson, Jr. 9
(included as part of Exhibit 5).
*EX-23.2 Consent of Arthur Andersen LLP, 10
independent certified public
accountants.
*EX-24 Power of Attorney (incorporated 4
into the signature pages hereof).
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* Filed herewith.
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<PAGE>
EX-4.1
Amendment to
Harrah's Entertainment, Inc.
1990 Restricted Stock Plan
----------------------------
Harrah's Entertainment, Inc. (the "Company") hereby adopts this
Amendment to the 1990 Restricted Stock Plan (the "Plan"), subject to stockholder
approval of this Amendment which approval is expected to occur on May 1, 1998.
1. The last sentence of Section 3 of the Plan is amended by changing
the period at the end of the sentence to a comma and adding the
following language after such comma: "and effective May 1, 1998,
the number of shares which may be issued under the Plan is
increased by an additional 3,100,000 shares."
2. Section 13 of the Plan is amended to read as follows:
"The Plan shall remain in effect until all shares awarded under
the Plan are free of restrictions imposed by the Plan and by
Agreements or Participation Certificates, but no award shall be
made after February 25, 2008."
This Amendment was duly adopted by the Board of Directors of the Company
on February 26, 1998.
/s/ Rebecca W. Ballou
-----------------------------
Rebecca W. Ballou
Secretary
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<PAGE>
EX-4.2
Amendment to
Harrah's Entertainment, Inc.
1990 Restricted Stock Plan
----------------------------
Harrah's Entertainment, Inc. (the "Company") hereby adopts this
Amendment to the 1990 Restricted Stock Plan (the "Plan"), effective
April 30, 1998.
Section 4(e) of the Company's 1990 Restricted Stock Plan is amended
to add the following provision at the end thereof:
"Provided, however, the Committee shall have authority from time to
time to approve a restricted stock award containing a provision
that allows vesting of the award in whole or in part during a
period of time as may be approved by the Committee beyond
employment termination, including during salary continuation, not
to exceed an extension of three years, and shall further have
authority from time to time to approve such an extension of vesting
for any outstanding award of restricted stock where such approval
occurs before or within 90 days after the date of termination of
employment or the date salary continuation commences."
This Amendment was duly adopted by the Human Resources Committee of
the Board of Directors of the Company on April 30, 1998.
/s/ Rebecca W. Ballou
-----------------------------
Rebecca W. Ballou
Secretary of Harrah's
Entertainment, Inc.
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<PAGE>
EX-5
May 12, 1998
Harrah's Entertainment, Inc.
1023 Cherry Road
Memphis, TN 38117
RE: Common Stock, Par Value $0.10 Per Share of
Harrah's Entertainment, Inc. (the "Company")
--------------------------------------------
Gentlemen:
I am General Counsel of the Company. At your request, I have examined
the Form S-8 Registration Statement (the "Registration Statement") which you
intend to file with the Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as amended, of 3,100,000
additional shares of Common Stock, par value $0.10 per share (the "Shares"),
issuable pursuant to the Company's 1990 Restricted Stock Plan, as amended (the
"Plan").
The Shares will be issued under the Plan in accordance with the terms of
said Plan. I am familiar with the proceedings undertaken in connection with the
authorization and issuance of the Shares under the Plan. Additionally, I have
examined such questions of law and fact as I have considered necessary or
appropriate for purposes of this opinion.
Based upon the foregoing, I am of the opinion that the Shares have been
duly authorized, and upon the issuance of Shares under the terms of the Plan and
delivery and payment therefor of consideration set forth in the Delaware General
Corporation Law at least equal to the aggregate par value of the Share issued,
such Shares will be validly issued, fully paid and nonassessable.
I consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to my name in the Registration Statement under
the heading "Interests of Named Experts and Counsel."
Very truly yours,
/s/ E. O. ROBINSON, JR.
E. O. Robinson, Jr.
Senior Vice President and
General Counsel
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EX-23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
February 3, 1998, included in Harrah's Entertainment, Inc.'s Form 10-K for the
year ended December 31, 1997, and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Memphis, Tennessee
May 12, 1998
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