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As filed with the Securities and Exchange Commission on June 4, 1998 Registration No. 333-52949
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HARRAH'S ENTERTAINMENT, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 7993 62-1411755
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Code Number)
organization)
1023 Cherry Road
MEMPHIS, TENNESSEE 38117
(901) 762-8600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
HARRAH'S OPERATING COMPANY, INC.
(Exact name of Registrant as specified in governing instruments)
DELAWARE 7993 75-1941623
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Code Number)
organization)
1023 Cherry Road
MEMPHIS, TENNESSEE 38117
(901) 762-8600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
E. O. Robinson, Jr., Esq.
General Counsel
Harrah's Entertainment, Inc.
1023 Cherry Road
Memphis, Tennessee 38117
(901) 762-8600
Copy To:
Edward Sonnenschein, Jr., Esq.
David M. Hernand, Esq.
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
(213) 485-1234
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective as determined by market
conditions and other factors.
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If any of the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Each Class of Securities Aggregate Amount of
to be Registered Offering Price (1) Registration Fee(2)
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Common Stock, par value $0.10 per share, of Harrah's Entertainment, Inc. ("HET") (3)....
Debt Securities of HET..................................................................
Preferred Stock, par value $100.00 per share, of HET (4)................................
Depositary Shares of HET................................................................
Debt Securities of Harrah's Operating Company, Inc. ("HOC").............................
Preferred Stock, par value $0.10 per share, of HOC (4)..................................
Depositary Shares of HOC................................................................
Guarantees by HET of the Debt Securities of HOC (5).....................................
Guarantees by HET of the Preferred Stock of HOC (5).....................................
Total (6).............................................................. $750,000,000 $221,250 (7)
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(1) The aggregate maximum public offering price of all securities issued
pursuant to this Registration Statement will not exceed $750,000,000,
which amount includes (i) the principal amount of any Debt Securities
issued at their principal amount and the issue price rather than the
principal amount of any Debt Securities issued at a discount, (ii) the
initial offering price for shares of Common Stock of HET and (iii) the
initial offering price for shares of Preferred Stock.
(2) Not specified as to each class of securities to be registered
hereunder pursuant to General Instruction II.D of Form S-3 under the
Securities Act of 1933, as amended.
(3) Such indeterminate number of shares of Common Stock as may from time
to time be issued at indeterminate prices, together with Special Stock
Purchase Rights which are initially carried and traded with such
shares of Common Stock (and whose value is reflected on the value of
the Common Stock).
(4) Such indeterminate number of shares of Preferred Stock as may from
time to time be issued at indeterminate prices.
(5) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate
fee is payable for the Guarantees.
(6) This Registration Statement also covers an indeterminate amount of
securities as may be issued upon conversion of, or in exchange for,
the securities registered hereunder.
(7) The registration fee has been calculated in accordance with Rule
457(o) under the Securities Act of 1933, as amended.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below is an estimate of the fees and expenses, other than
underwriting discounts and commissions, payable and reimbursable by the
Company in connection with the issuance and distribution of the offered
Securities.
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SEC registration fee . . . . . . . . . . . . . . . . . $ 221,250
Accountants' fees and expenses . . . . . . . . . . . . 100,000
Legal fees and expenses . . . . . . . . . . . . . . . 300,000
Rating agency fees . . . . . . . . . . . . . . . . . . 200,000
Printing and engraving expenses. . . . . . . . . . . . 100,000
Trustee's and registrar's fees and expenses. . . . . . 25,000
Miscellaneous. . . . . . . . . . . . . . . . . . . . . 53,750
Total. . . . . . . . . . . . . . . . . . . . . . . . . $1,000,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware empowers the Company
to indemnify, subject to the standards set forth therein, any person who is a
party in any action in connection with any action, suit or proceeding brought or
threatened by reason of the fact that the person was a director, officer,
employee or agent of such company, or is or was serving as such with respect to
another entity at the request of such company. The General Corporation Law of
Delaware also provides that the Company may purchase insurance on behalf of any
such director, officer, employee or agent.
Article Tenth of the HET Certificate provides for indemnification of the
officers and directors of HET to the full extent permitted by the Delaware
General Corporation Law.
Article VI of the HET Bylaws provides, in effect, for the indemnification by
HET of each director and officer of HET to the fullest extent permitted by
applicable law.
HET has entered into Indemnification Agreements with its directors, executive
officers and certain other officers. Generally, the Indemnification Agreements
provide that HET will indemnify such persons against any and all expenses,
judgments, fines, penalties and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in connection with or in
respect to such expenses, judgments, fines, penalties or amounts paid in
settlement) of any Claim by reason of (or arising in part out of) an
Indemnifiable Event. "Claim" is defined as any threatened, pending or completed
action, suit or proceeding or any inquiry or investigation, whether conducted by
HET or any other party, that the indemnitee in good faith believes might lead to
the institution of any such action, suit or proceeding, whether civil, criminal,
administrative, investigative or other. "Indemnifiable Event" is defined as any
event or occurrence related to the fact that indemnitee is or was a director,
officer, employee, trustee, agent or fiduciary of HET, or is or was serving at
the request of HET or a director, officer, employee, trustee, agent or fiduciary
of another corporation, partnership, joint venture, employee benefit plan, trust
or other enterprise, or by reason of anything done or not done by indemnitee in
any such capacity. Notwithstanding the foregoing, (i) the obligations of HET
shall be subject to the condition that the reviewing party (as defined) shall
not have determined (in a written opinion, in any case in which special,
independent counsel is involved) that indemnitee would not be permitted to be
indemnified under applicable law, and (ii) the obligation of HET to make an
expense advance shall be subject to the condition that, if, when and to the
extent that the reviewing party determines that indemnitee would not be
permitted to be so indemnified under applicable law, HET shall be entitled to be
reimbursed by indemnitee (who has agreed to reimburse HET, for any amounts
theretofore paid; provided, that if indemnitee has commenced legal proceedings
in a court of competent jurisdiction to secure a determination that indemnitee
should be
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indemnified under applicable law, any determination made by the reviewing party
that indemnitee would not be permitted to be indemnified under applicable law
shall not be binding and indemnitee shall not be required to reimburse HET for
any expense advance until a final judicial determination is made with respect
thereto as to which all rights of appeal therefrom have been exhausted or
lapsed).
Section 102(b)(7) of the Delaware General Corporation Law enables a Delaware
corporation to provide in its certificate of incorporation for the elimination
or limitation of the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any such provision cannot eliminate or limit a director's liability (1) for any
breach of the director's duty of loyalty to the corporation or its stockholders;
(2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (3) under Section 174 of the Delaware
General Corporation Law (which imposes liability on directors for unlawful
payment of dividends or unlawful stock purchase or redemption); or (4) for any
transaction from which the director derived an improper personal benefit.
Article Thirteenth of the HET Certificate eliminates the liability of a director
of HET to HET or its stockholders for monetary damages for breach of fiduciary
duty as a director to the full extent permitted by the Delaware General
Corporation Law.
ITEM 16. EXHIBITS
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1.1 Form of Underwriting Agreement*
4.1 Certificate of Incorporation of The Promus Companies Incorporated;
Certificate of Amendment of Certificate of Incorporation of The
Promus Companies Incorporated dated April 29, 1994; Certificate of
Amendment of Certificate of Incorporation of The Promus Companies
Incorporated dated May 26, 1995; and Certificate of Amendment of
Certificate of Incorporation of The Promus Companies Incorporated
dated June 30, 1995, changing its name to Harrah's Entertainment,
Inc. (1)
4.2 Bylaws of Harrah's Entertainment, Inc., as amended December 12,
1997. (2)
4.3 Rights Agreement dated as of October 5, 1996, between Harrah's
Entertainment, Inc. and The Bank of New York, which includes the
form of Certificate of Designations of Series A Special Stock of
Harrah's Entertainment, Inc. as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Rights to Purchase
Special Shares as Exhibit C. (3)
4.4 First Amendment, dated as of February 21, 1997, to Rights Agreement
between Harrah's Entertainment, Inc. and The Bank of New York. (4)
4.5 Second Amendment, dated as of April 25, 1997, to Rights Agreement,
dated as of October 25, 1996, between Harrah's Entertainment, Inc.
and The Bank of New York. (5)
4.6 Letter to Stockholders dated July 23, 1997 regarding Summary of
Rights to Purchase Special Shares As Amended Through April 25,
1997. (5)
4.7 Certificate of Elimination of Series B Special Stock of Harrah's
Entertainment, Inc., dated February 21, 1997. (4)
4.8 Certificate of Designations of Series A Special Stock of Harrah's
Entertainment, Inc., dated February 21, 1997. (4)
4.9 Certificate of Incorporation of Harrah's Operating Company, Inc.
(6)
4.10 Bylaws of Harrah's Operating Company, Inc. (6)
4.11 Certificate of Designation for HET Preferred Stock.*
4.12 Certificate of Designation for HOC Preferred Stock.*
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4.13 Form of HET Indenture.(7)
4.14 Form of HOC Indenture.(7)
5.1 Opinion of Latham & Watkins as to the legality of the securities
being registered.(7)
12.1 Statement regarding Computation of Ratios.(7)
23.1 Consent of Latham & Watkins (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.(7)
24 Power of Attorney (contained on Page 23).
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* To be filed by amendment or incorporated by reference in connection
with the offering of the Securities.
FOOTNOTES
(1) Incorporated by reference from HET's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, filed March 6, 1996, File No. 1-10410.
(2) Incorporated by reference from HET's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, filed March 10, 1998, File No. 1-10410.
(3) Incorporated by reference from HET's Current Report on Form 8-K filed August
9, 1996, File No. 1-10410.
(4) Incorporated by reference from HET's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, filed March 11, 1997, File No. 1-10410.
(5) Incorporated by reference from HET's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, filed May 13, 1997, File No. 1-10410.
(6) Incorporated by reference from Amendment No. 1 to Form S-3 Registration
Statement of HOC, File No. 33-62783, filed October 11, 1995.
(7) Incorporated by reference from Form S-3 Registration Statement of HET and
HOC, File No. 333-52949, filed May 18, 1998.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement;
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(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrants pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrants' annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the registrants
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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HARRAH'S ENTERTAINMENT SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Harrah's Entertainment, Inc. has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized at Memphis,
Tennessee on June 4, 1998.
HARRAH'S ENTERTAINMENT, INC.
Dated: June 4, 1998 By /s/ E.O. ROBINSON, JR.
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E.O. Robinson, Jr.
Senior Vice President and General Counsel
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HARRAH'S OPERATING SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Harrah's Operating Company, Inc. has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized at Memphis, Tennessee on June 4, 1998.
HARRAH'S OPERATING COMPANY, INC.
Dated: June 4, 1998 By /s/ E.O. ROBINSON, JR.
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E.O. Robinson, Jr.
Senior Vice president and General Counsel
